Re: [JPNIC intl-wg 290] Re: [apnic-talk] Re: comments on legal document
Maruyama-san,
Apologies for not responding sooner. I've included the response from the
lawyers in line.
>(1) 8.2 of AofA says the minimum number of directors shall be one,
> whereas the Australian Corporation Act 1989 Article 221 (1) says
> it is two.
Under the Australian Corporations Law the minimum number of directors
for a proprietary limited company such as APNIC Pty Ltd is one. Mr
Maruyama has cited an obsolete piece of legislation. That is the
minimum number was two but now it is only one. Therefore the Articles
of Association do not need to be changed.
>(2) In 21 of AofA there is a phrase "outside the Seychelles", but I think
> this should be corrected to "outside Australia", isn't it?
Yes, Article 21 of the Articles of Association should be amended by
simply replacing the words "the Seychelles" with the words "Australia".
[they provided the necessary documentation for the change to be made]
>(3) The article 27 of the By-laws says membership fees are not
> refundable, while the membership agreement 25 says they are
> refundable in some case.
Arguably, article 27 of the By-laws and clause 25 of the Membership
Agreement are not contradictory, because the terminology is different,
eg terminate and resign. However, to make the situation clearer, the
following draft changes could be made;
Article 27 of the By-laws can be amended by adding the following
sentence:
"If APNIC and a Member agrees that the Member no longer requires
the services of APNIC, the Member's membership may be terminated
and the Member will receive a refund as agreed between APNIC and
the Member in the Member's Membership Agreement."
A new clause could be inserted into the Membership Agreement as
follows:
"Subject to Clause 25, if a Member resigns or the Member's
membership is terminated then fees paid by Members are not
refundable, whether in part or in whole."
[I will insert the changes recommended]
Regards,
-drc
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